CYIOS
Corporation
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||
(Exact
name of registrant as specified in its charter)
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Nevada
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03-7392107
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|||
(State
or other jurisdiction of incorporation
or organization)
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(IRS
Employer Identification
No.)
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1300
Pennsylvania Avenue, Suite 700, Washington D.C.
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20004
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|||
(Address
of principal executive offices)
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(Zip
Code)
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2007
Equity Incentive Plan
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||
(Full
title of the plan)
|
Timothy
Carnahan
Chief
Executive Officer
CYIOS
Corporation
1300
Pennsylvania Avenue, Suite 700
Washington
D.C. 20004
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(Name
and address of agent for service)
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(703)
294-9933
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||
(Telephone
number, including area code, of agent for service)
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Title
of Securities to be Registered
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Amount
to be Registered (1)
|
Proposed
Maximum Offering Price Per Share(2)
|
Proposed
Maximum Aggregate Offering Price
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Amount
of Registration Fee
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||||||||||||
Common
Stock
|
||||||||||||||||
$0.001
par value
|
3,500,000
|
$ |
0.13
|
$ |
455,000
|
$ |
13.97
|
|||||||||
Total
|
3,500,000
|
$ |
0.13
|
$ |
455,000
|
$ |
13.97
|
(1)
|
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended, this
registration statement shall also cover such indeterminate number
of
additional shares of the registrant’s common stock that become issuable by
reason of any stock dividend, stock split, recapitalization or
other
similar transaction that increases the number of the registrant’s
outstanding shares to be offered pursuant to the applicable plan
described
herein.
|
(2)
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Estimated
solely for purposes of calculating the registration fee in accordance
with
Rule 457(c) and (h)(1) of the Securities Act of 1933, as amended,
based on
the average of the closing bid and asked prices for the registrant’s
common stock as reported on the OTC Bulletin Board on November
27,
2007.
|
|
(a)
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The
Registrant’s Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2006, as filed with the Commission on April 17,
2007;
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(b)
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The
Registrant’s Quarterly Reports on Form 10-QSB as filed with the
Commission, pursuant to Section 13(a) of the Securities Exchange
Act of
1934, as amended (the “Exchange Act”), for each of the quarters ended
March 31, June 30, and September 30, 2007, on May 15, August 20,
and
November 14, 2007, respectively;
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|
(c)
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The
Registrant’s Current Reports on Form 8-K as filed with the Commission,
pursuant to Section 13(a) of the Exchange Act, on July 11, 2007
and July
20, 2007;
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(d)
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All
other reports filed by the Registrant pursuant to Section 13(a)
or 15(d)
of the Exchange Act from December 31, 2006;
and
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(e)
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The
description of the Registrant’s common stock contained in its Registration
Statement on Form 10-SB as filed with the Commission on September
10,
1999, pursuant to Section 12(g) of the Exchange Act, and effective
as of
February 9, 2000.
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No.
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Description
of Exhibit
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4.1
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Articles
of Incorporation of CYIOS Corporation, dated October 11, 1997,
incorporated by reference to Exhibit 2.A of the Registrant’s Form 10-SB
filed September 3, 1999.
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4.2
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Certificate
of Amendment to the Articles of Incorporation of CYIOS Corporation,
dated
April 26, 1999, incorporated by reference to Exhibit 2.B of the
Registrant’s Form 10-SB filed September 3,
1999.
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Certificate
of Amendment to the Articles of Incorporation of CYIOS Corporation,
dated
November 8, 2001.*
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Certificate
of Amendment to the Articles of Incorporation of CYIOS Corporation,
dated
April 7, 2005.*
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Certificate
of Amendment to the Articles of Incorporation of CYIOS Corporation,
dated
October 21, 2005.*
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4.6
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Bylaws
of CYIOS Corporation, dated October 15, 1999, incorporated by
reference to
Exhibit 2.D of the Registrant’s Form 10-SB filed September 3,
1999.
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2007
Equity Incentive Plan*
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Opinion
of Richardson & Patel LLP*
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Consent
of Traci J. Anderson, CPA*
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23.2
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Consent
of Richardson & Patel LLP (filed as part of Exhibit
5.1).
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*
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Filed
herewith.
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(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this Registration Statement to include
any
additional or changed material information with respect to the
plan of
distribution not previously disclosed in the Registration Statement
or any
material change to such information in the Registration
Statement.
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(2)
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That,
for the purpose of determining any liability under the Securities
Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be
the initial
bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment
any of the
securities being registered which remain unsold at the termination
of the
offering.
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CYIOS CORPORATION | |||
By: |
/s/
Timothy W. Carnahan
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||
Name: Timothy W. Carnahan | |||
Title: Chief Executive Officer |